The Surprise
by twilightfucker
Summary: "You've been in love with me since we were three and treated me like shit ever since. I let you because I knew deep down you didn't mean it." When the confrontation comes it is not planned and what occurs is a surprise to all. (Lemon attack!)


**Authors Note**: I know I should be writing _The Changes & The Changed_ but ugh! I had the next chapter and It got deleted and I've been too busy to put it all down again. So instead I wrote some smut! Yay smut! I will get back to the story eventually until then Enjoy this gratuitously filthy lemon. BTW I do not own Hey Arnold or Staring At the Sun by TV on the radio. Now on to the filth!

"SURPRISE!"

—-

It had been his idea to throw the party.

Phoebe had been his coconspirator, with her memorization of Helga's schedule and an extra set of the girl's keys.

They'd snuck in, thrown up a banner, made a cake and got Rhonda to donate some food and fancy paper plates from her overstocked pantry.

While cleaning, he tried not to overthink the empty vodka bottles or beer cans littering the apartment. Phoebe had given him a look as he stood over a trash bag filled with alcohol containers but didn't say anything. Not that he would have needed her too. They all knew what Helga's life was like.

—-

Bob had left, opting out of dealing with his wife's drug dependency for a bustier girl half his age. They had lost the house, due to Miriam's inability to keep a job. Helga, to her credit, seemed to manage pretty well, working at Slausen's after school and dodging her friend's worry with the same blustery bossiness she'd manufactured as a child.

Not that Arnold wasn't wise to the act.

In fact, those that knew her, those that had grown up with her or had gotten close, they knew it was a defense mechanism.

While she still managed to piss everyone off, him included if not especially, she had changed a lot in the year and a half since Bob's disappearance.

At first she was meaner than ever, doing her best to hold onto herself in the face of her mounting problems. But that soon changed. Exhaustion and emotional turmoil soon took its tole. She would disappear within herself. Long stretches of melancholy and aloofness would render her silent.

She'd still hang out, still play baseball and socialize with the same kids they'd known since pre-K, but she was markedly quieter. There were 'bad days' and even worse days, but then, just as quickly she'd be fine, back to her old bossy self, her back straight and that wicked smile on her full mouth.

Lately though, it seemed she'd been even less able to hide the strain of her home life and Arnold couldn't help but feel for her.

'_Feel for her_'

That phrase had been going through his oblong shaped head lately.

He was alway surprised with her new tendency to apologize to him. she'd show up after one of their classic blow ups, shirt clutched in her hands, and mutter a quite sorry all the while staring at his chest.

In those moments he'd suppress the odd urge that overcame him. His fingers would itch to tug her to him, shield her from her troubles and repeat stupid cliches like "everything will be ok" while enjoying the feel of her small feminine body up against his. It was starting to bother him those random bouts of protectiveness. He was beginning to realize it was more than his usual concern for a friend, that was making him react that way.

—-

He watches as her face freezes in shock, the light pink coloring in her cheeks deepening as the books she'd been carrying clatter to the floor.

She'd been tutoring all day Phoebe had said.

Another job to pay the rent her mother doesn't, he assumes. His frown deepens.

Helga. She had always made his blood boil. Frustrated and irritated him to no end but now, for a long time now, he had this feeling, this strange feeling he couldn't name or figure out.

They had always been tentative friends, but after the whole Future Tech Industries fiasco she mellowed slightly. Of course he never let on that he knew why and now it was seven years later. They were grown, or at least on their way. He was taller than her now and she was… she was the same but different. They never spoke about the incident on that roof and the way Helga acted well, sometimes it seemed like she'd forgotten the whole thing.

Sometimes however, he would catch a glance he couldn't decipher, and sometimes in the heat of an argument her eyes would stray to his lips. There were a handful of moments over the years that he tried to blot out but found himself worrying over anyway.

All he knew was that he _noticed_ her. It had been a growing thing, a strange tick that made his eyes seek her out. He _noticed_ when she wasn't at school, when brainy wasn't sporting a black eye, when her loud voice went missing from the conversation. He also _noticed_ when her hair was down, when she wore lipgloss and tank tops and oh god willing, those rare rare occasions when she showed off her long legs in skirts or shorts.

He was a horny teenager. He knew that. They all had experienced the same embarrassing puberty lessons at school when they were 13. They weren't 13 anymore though, and while Arnold had lost his virginity to a neighborhood girl named Maria, it was Helga G. Pataki with her long legs and puffy upper lip that his dirty teenage mind always came back too.

But it wasn't like he liked her liked her. No way, she was too abrasive for that, too difficult. He was just attracted to her. He'd come to terms with that. It made it a little easier that half the guys he knew felt the same. He'd heard enough locker room jokes about her blow job lips to know that he wasn't the only one. He was finally OK with the idea that he found his long time bully/tentative friend sexy, but anything more than that and his brain froze up. If it were anything more than that he'd have to question his sanity.

—-

"Surprise!"

Arnold was brought back to the moment as a few hopeful voices repeat themselves.

His eyes focus back on Helga. His gut drops as he realizes how scared she looks standing there her eyes darting around the apartment. Maybe this hadn't been such a good idea. She seemed genuinely horrified to find them all crowded in the tiny apartment she shared with her mother.

"Uh Helga?"

—-

Eight days ago he'd overheard her complaining to Phoebe how much she hated her birthday. He'd felt a nasty little twist in his gut as she'd gone on to say that Miriam was back in the hospital and she'd be alone on the day.

"Not that it matters anyway" she had said bitterly "She's never sober long enough to know what day it is let alone if it's my birthday."

She was turning 17 and Arnold couldn't bear the thought of her doing it alone.

—-

'_Feel for her_'

"Helga are you al-"

"What the fuck is going on here Phoebe!" Helga says finally coming out of her petrified state.

"It's a surprise birthday party Helga" Nadine says edging closer to the bewildered girl.

"How did you even get in here?" She turns staring at the crowd before coming to rest on her best friend.

"Phoebes?" She says dangerously.

He can tell by the way she's standing that this isn't going to go well. He knows Helga, he knows probably better than anyone when she's about to blow. He winces feeling stupid for thinking this would go easily. Why wasn't anything easy with her. He sighs making his way forward to the front of the room.

"Helga we just thought that since you were going to be alone for your birthday you might like some company" He surmises gesturing to their friends who nod dumbly in agreement.

Helga's face droops a little, the bewilderment morphing into something else. For a moment she looks utterly touched, her big blue eyes scanning the crowd in front of her. Her features soften and Arnold finds himself staring and her slightly parted lips. The moment is short lived however as something catches her eye and her face changes with a realization, darkening.

'_Shit__'_

"Oh you did, did you, and how pray tell did you know I'd be alone huh? Hey Phoebes, airing my dirty laundry again? Did you tell everyone my mom drunk herself back into the hospital? Or did you just let slip that nobody in my family gives a shit about me?"

Helga's eyes are slits as they stare down at the shorter girl in front of her.

"Helga she was just try-" Gerald says placing a comforting hand on Phoebe's withering shoulder.

"Shut it Gerald" She quips. Her hands are small fists at her sides and he can see the tight clench of her jaw before she rails on unsympathetically.

"Well guess what everybody I don't need your surprise pity party. I'm happy as a peach without you losers here. Hah what a laugh, like any of you give two shits about me anyway. Pink boys the only honest one out of ya. He knows what he came for -"

Arnold takes a quick look behind him only to see Harold caught red handed with a large piece of Helga's cake in his hands.

"Harold how could you!" Rhonda sighs shaking her head at her boyfriend.

"But I was hungry!" He whines.

"Well eat up fat boy! Better yet why not take the whole thing with ya!" She says gesturing wildly.

"Helga stop it. Your not being fair. We do care about you, we did all of this for you! Why are you being like this?" Arnold says, his voice pitching dangerously close to full on frustration.

They'd spent all day cleaning and preparing for her party and this was how she reacted? Why couldn't she just accept the nice thing they were doing for her? Why was it so difficult to make her happy?

"Fair?"

He knew by her subdued tone that he was in for it. Like usual she saved her most volatile vitriol for him.

"fair?" She asked again stepping forward.

Oh how she loved to get right in his face.

"Fuck you Arnold, fuck you and all your altruistic bullshit."

He could feel his heart rate spike. The blood rushing to his muscles as they jumped to grab her. Grab her and shake her. He tries to stay calm and ignore the rush of adrenalin that flushes through him as she steps into his personal space. He has to stay calm because she doesn't mean it. He knows she doesn't mean it.

"This party isn't for me, it's so you can go home and feel good about yourself and all the good you did for POOR PATHETIC Helga and her SAD PATHETIC life." She says poking him hard in the chest.

"Helga that's not tru-"

" YES IT IS!"

He can see he won't be getting through to her. Her face is a deep red and her eyes have taken on that glazed look that meant she was unreachable.

He lets out a harsh sigh glancing over at Phoebe who is now weeping into Gerald's front. Eugene and Dennis stand next to them warily eyeing the distraught girl and the rest of the crowd. Everyone was in a state of shock, Helga's reaction rendering them speechless.

"Now all of you GET THE FUCK OUTAH MY HOUSE!"

She bellows pointing to the door.

She doesn't wait for them to exit but pushes passed the stunned group and through the kitchen. Soon after they all hear a door slam.

—-

_**Cross the street from your storefront cemetery /**__**Hear me hailing from inside and realize /**_

_**I am the conscience clear / In pain or ecstasy**__**/**__**And we were all weaned my dear / Upon the same fatigue**_

"Well boy howdy that didn't go too well"

"Way to state the obvious Sid" Janine says sarcastically making her way to the door.

Arnold can barely contain the prickling anger that washes over him as he takes another wide look at the disappointed faces of their friends. What was wrong with her? Why did she have to react this way? Why couldn't he make her see that she was wanted?

**'_Altruistic bullshit_'**

**'_You don't care about me_'**

**'_Fuck you Arnold!_'**

"Harold you put that cake down!" He barely hears Rhonda past the rush of blood in his ears. He distractedly watches as she grabs the chocolate banana cake they'd made out of Harold's hands.

"But she said I could have it!" Harold wails.

"Oh for goodness sake!" She says pinching his ear and dragging him out the door.

One by one the well meaning guests left, leaving a sniffling Phoebe and a disgruntled Gerald standing at the open doorway.

"Hey man you coming?" Gerald asks, his eyes never straying from his distressed girlfriend.

Arnold didn't answer, nor was he looking at them. Instead his head was craned to where Helga had stomped off to.

"Yo Arnold. Hey man don't you think we should get going?" Gerald tries again, successfully prying Arnold from his brooding thoughts.

"No" His voice comes out pitched dangerously low.

"Um, I mean, are you sure dude she seemed pretty adamant we all leave" Gerald says, eyeing his friend closely.

"You guys go on"

He doesn't look at them, can't focus on anything but the rolling anger in his gut. All he wanted was to make her happy on this one day. Why did everything have to go so wrong? Why did she have to be so difficult? Why couldn't he make her happy?

Phoebe, finally recovering enough to raise her face from Gerald's front, sees Arnold's anger but also something else. She steps out of her boyfriends embrace and lies a hesitant hand on his best friend's elbow.

"Arnold?"

He looks down at her, his maddening anger clearing just enough to understand her question. He gives a quick solemn nod.

"I just want to talk to her Phoebe." He says, still unable to wipe the terse emotion from his voice.

"Come on Gerald, let's go" She says quietly tugging her boyfriend out the door.

"But babe! She's gonna rip him to shreds!" Gerald says just as the lock clicks shut.

—-

The apartment is quite then and he is alone in it. Alone with her and all the _feelings, _everything he tries his best to bottle up, fizzing in his veins making his fingers clench and his ears hum.

_**Staring at the sun/ Oh my own voice / Cannot save me now / **_

_**Standing**__** in the sea / **__**It**__**'**__**s just **__**/ One more breath / And then / Down I go**_

He takes a lungful of air and began his trek past the craft table and presents, through the kitchen and the small hallway behind it. There he stands his ears honing in on any sound that would notify him to her presence. There were two doors in the small hallway and he doesn't know which one was hers. He's never been in it.

He hears a thump and then a crash from behind the door to his left and quickly strides over to it.

"Helga?" He questions turning the doorknob and walking through.

A heavy book slams into the wall a millimeters from his head. He ducks as another comes hurtling through the air slamming the door shut behind him.

"What about, GET THE FUCK OUT, did you not get football head?!" She shrieks picking up another book to hurl his way.

A flash of brilliant anger takes over making him reacts just as harshly.

"What I DON'T GET Helga is WHY you told all your friends to get out, when all they were TRYING to do was CELEBRATE YOUR BIRTHDAY!" He says, deftly catching her copy of _The Heart Is A Lonely Hunter_, and throwing it aside.

He's got excellent reflexes. His grandma's teachings stuck and he's had plenty of practice with her. They've done this so many times before. Like a dance they'd learned the steps to a long time ago, they now did it by rote.

"Don't start that bullshit again. Nobody asked them! They just came out of their own fucking morbid curiosity." She counters, taking another step away as he advances.

"I asked them Helga! I WANTED to do something NICE for your birthday! What is wrong with you why can't you accept that?!" He says, taking two more steps toward her.

"Stay away from me!"

_**Your Mouth is open wide / The lover is inside / And all the tumults done / Collide with the sign / **_

_**You're staring at the sun / You're standing in the sea / Your body's over me.**_

Through the haze of his anger he realizes something isn't right. Helga's eyes are red rimmed as if she's been crying. She's got that edgy frightened look. It reminds him of one of the cats his grandma took home from the shelter. Like an animal that's been abused one to many times.

"Helga I know you didn't mean what you said out there." He says, managing to control his tone this time.

"I don't know what it is that makes you say that kinda shit, but Helga you made Phoebe, your best friend Phoebe, cry!" He says accusingly. He sighs again. She looks so sad standing there. Her beautiful hair limp around her shoulders. Those big blue peepers shot through with red and framed with purple from exhaustion. He didn't want to yell at her. He wanted to…

" Yeah some friend, breaking into my house and inviting every single fucking person I never _ever_wanted in this shitty apartment." She mutters turning farther away from him.

He sighs again rubbing a sweaty hand over his eyes.

"Helga I don't get it. What's so wrong with having your friends over?" He questions, his voice tight.

" Who cleaned up?"

He doesn't respond immediately.

He doesn't know how to respond to that.

What was he supposed to say? That Patty had to spray two whole cans of Fabreze just to get the smell of stale alcohol out of the air. He shakes his head. Who cleaned wasn't the point anyway!

"Yeah, so you see, now everyone's going to know… what a crappy little existence I lead."

His frustration spikes again and this time he can't keep himself from grabbing her.

"They don't think of you like that Helga! Nobody sees you that way!"

She jumps beneath his touch and he feels the electric sensation work up his body.

"How the fuck would you know, you oblivious little shit!" She says throwing him off her.

_**Note the trees because / The dirt is temporary / **_

_**More to mine than fact face / Name and monetary**_

All of a sudden his head is knocked back against the door. A sharp pain flies through his skull as he slowly registers her livid face pressed up against his.

God, she was still surprisingly strong.

" You think every thing's just _sugar_ and _sunshine_ right? And everybody only has the nicest things to say bout each other. Well I'll tell you something bucko, they don't!"

Her fingers dig into his shoulders and he responds, grabbing her small wrists in his hands. He can feel himself react to her closeness, the swell of her modest chest pressed against his. Why couldn't he focus? All of a sudden he couldn't tell if he was angry, or very, very turned on.

"How do you think people view you huh? The perfect goody two shoes golden boy right? Yeah sure you got that going for ya but that's not all. You think Rhonda didn't shit all over your hand-me-down suit at the holiday dance? Or what about your good friend Gerald? How he won't eat dinner at your house anymore because he says watching you feed your grandma is too depressing. How bout the Dean sisters calling you Oliver Twist behind your back or the fact that EVERYONE pities you cause you're a FUCKING ORPHAN!"

She backs off him then blinking, as if hurt by her own insults.

What did she say?

His breathing stops. He fights the urge to leave, to just give up, walk out the door in defeat, but he doesn't. He's completely rooted to the spot.

His blood, which had settled to a simmer comes back to a rolling boil.

He can't think straight.

'_Orphan boy_'

Usually that single sentence brings him down to his most crumbling self…

But not this time. He realizes with a sharp clarity that Helga knows what affect that word has on him. She's used it before in similar circumstances. She was trying to hurt him trying to get him to leave. The flame in his gut grows hotter at the idea. She was always trying to evade him and the situation. She could run circles around him with her fast tongue but for once he wouldn't be fooled so easily. He's livid, too angry with her and her stupid bullshit defense mechanism. For once he isn't going to let her get away.

His hands tighten around her wrists and he's dully aware of the whimper it causes.

He can feel her pulse jump under his thumb as he drags her stiff body closer to his.

"Arnold what are you…"

He doesn't know what he's doing. She's flush against him, her wrists trapped and held up by her face. He can feel all the places they line up, how if he dipped just slightly he could tear at her throat with his teeth. All he knows is that he's going to get through to her. He has to or else he'll go mad.

"Apologize" He says squeezing her harder.

"Yeah right you yutz, get off your hurting me!" She says struggling against him.

"You're not this callous Helga. I know you like to play the bitch but you went too far. Apologize."

She looks up at him, that strange infuriating beautiful face filled with guilt and anger.

"Hate to break it to you buddy but _I am _a bitch, now let go of me" She says shakily.

A strange memory resurfaces, or no, a dream he had a long time ago. Him and Helga were married and it was awful and she treated him terribly. That is, until he confronted her, and forced a confession.

He begins to speak, trapped in a kind of deja vu, his mind's eye seeing the scrappy nine year old Helga in his hands.

"You're not. I know you're not this cold and uncaring Helga. You may act like that but deep down I know you're smart and loyal and loving." He says staring into her puzzled expression.

"You just ruined a perfectly good party in YOUR honor so I want you to admit it to me. Admit that you were just afraid. That your afraid of letting those people care about you, because that would mean you'd have to _give up_ this fucked up cycle of keeping _everyone_ at arms length. Admit that you're afraid _right now_ because I'm calling you on your bullshit! You're not this mean, you don't want to hurt me, you're just afraid…" He pleads, shaking her wrists with each declaration.

" Pshh like I'd be afraid of a dweeb like you."

_**Your mouth is open wide / The lover is inside / And all the tumults done / Collided with the sign / **_

_**You**__**'re staring at the sun / **__**You**__**'re standing in the sea / Your body's over me**_

He nearly looses it then. He lets go of her wrists only to roughly grab her face bringing it closer to his. When next he speaks his voice is frighteningly low and unyielding.

"You've been in love with me since we were three and treated me like shit ever since. I _let you_ because I knew deep down you didn't mean it."

"I don't know what your talking about!" She squeals.

" But I'm getting tired of this Helga, waiting. Waiting for you to grow the fuck up and take responsibility for your own feelings. You told me nine years ago! Nine fucking years of this shit and not just this, whatever this is between us. I mean you, your attitude! The way you treat people. Everything! You ever think Helga that if you just let me in, let us in, we'd see what an amazing, strong and caring person you are… "

He doesn't know what he is saying at this point. He'd not planned to say any of that. Hell, he's not even sure those thoughts existed before they came flying out of his mouth. Where was this all coming from? His eyes widen at the realization, at the bloom of pink on her cheeks, the bloom of emotion in his chest, her pretty open mouth that pushes hot air onto his own. He feels his hands soften around her chin, his left hand falling to the dip in her lower back to pull her harder against him. He feels himself stir as his thoughts become even more disjointed.

"That we could love you"

_**Beat the skins and let the / Loose lips kiss you clean / **_

_**Quietly pour out like light / Like light, like answering the sun**_

—-

His mouth comes down on hers swallowing up any air left between them. His upper lip traps her full top lip between his bottom and gently bites down, reveling in the shudder that passes through her and onto him. His tongue works feverishly against her unyielding mouth. A low growl grows deep in his throat as if demanding her to let him in.

He cups her jaw and pulls her stiff body a second time against him. She breaks then, a soft little "oh" escaping her as he grinds her hips down. He takes advantage, deepening the kiss, devouring her tongue and sucking. He's lost control of himself. He can't remember why they were fighting, just that he was angry and frustrated, and fuck…

He's already painfully hard, his cock straining uncomfortably against the black jean material of his pants. His hips buck again and that soft little sound jumps from Helga's throat, making him loose whatever restraint he had.

Helga's hands come up from the fisted balls she's held at her sides after he'd dropped them. They twist into his shirt making the muscles in his stomach jump. They push into his chest grinding against his sternum before opening, palm down on the worn fabric of his good shirt. He can feel everything, his heartbeat against her fingers, the smoothness of the back of her neck as he lifts her heavy hair. The flutter of her eyelashes on his cheek as her tongue timidly brushes his bottom lip. He was only feeling. _Only that feeling_.

But then it was gone. She pushes away from him, her hands pressing the air from his lungs. Then, before he knows what's happening, she smacks him.

"WHAT THE FUCK" She says her voice watery.

Her hands come down again and again. A flurry of open hand slaps fall about his face and chest.

He lets her, momentarily stunned, until something massive explodes inside of him.

He pushes violently of the wall with a growl, grabbing her around the ass and lifting, catching her off guard. Her legs instinctively come up around his hips, her dangerous hands clutching at his collar.

He takes two large steps and shunts her onto her desk knocking over the massive book pile she'd been hurling at him earlier.

The sturdy wood table is just the right hight and they collectively moan as their lower halves are forced against each other.

"Stop this, Arnold, I don't want this." She says on a gasp, her voice is stern but weakening. He can hear it.

"Yes you do." He says still angry. He kisses her again, and again, dotting fiery marks along her jaw, her cheekbone.

"No I don't" She moans as his fingers run up her sides, the back of his palms splayed just beneath her bust.

"Yes you do" he repeats nuzzling his face down into her shoulder, her hair.

"No I don't" She yelps surprised, his teeth embedded in her neck.

"No you don't" He licks soothing the abused spot making her head fuzzy.

"yes I do!" She gasps as his right thumb brushes lightly over her cloth covered nipple.

He chuckles against the flesh beneath her ear.

"You tricked mmm-"

He kisses her again quieting whatever response she had. He doesn't know what's come over him. He usually can decipher and control these primal urges, but all he wants now is to touch, and to taste her. Revel in the way she shakes against him. How her scent envelopes his senses making him drowsy and frantic all at once.

He's unconstrained, not thinking, just acting.

His fingers find the pulse in her neck and press down. He nibbles along her lip line before trailing wet open mouth kisses down her throat to her collar bone. He can feel her quick breaths quickening further against his lips and he smiles. Maybe he was getting through to her.

She nudges him then, a soft sound of protest that he ignores until the last minute.

" You don't want this." He stills, straightening up to look at her.

All the fight is gone from her face. She doesn't look at him but instead displays the black fan of her thick eyelashes and unibrow. He looks her over, her lips are red from his rough bites, same as her neck. He frowns, his lust clearing long enough for the old feeling of frustration to well up inside of him. He shakes her, forcing her to look at him.

"You don't know what I want Helga." He says slowly, pressing the sentiment into those deep blue pools with his own verdant orbs.

Moments before this he couldn't say what he wanted either, but that was then. Now he wanted her, now he needed to obliterate years of pent up tension, eliminating anything and everything between them, starting with their clothing. But that wasn't all. He wanted her trust. He wanted her to look him in the eye and feel safe enough to stop fighting him. He wanted to to be let in.

That's what he wanted, but his brain lacked the eloquence to tell her that now, so instead he hungrily continued his frenzied attack. He hooks a hand beneath her ass and pulls her forward. His fingers press into her back pocket. The other works at the buttons of her shirt only to find they're snap ons.

Like a child at Christmas he eagerly tears them open, swearing as his mouth flies to her perfect braw clad breast. He peppers kisses along the top fabric line as he edges the rest of the shirt off her shoulders and down her arms.

"Arnold I-"

He stops.

She's shaking. Worse then before. Tremors make her hands unsteady as they come to rest on the waistline of his pants. His hands come away from their original posts and settle on her shoulders, then up to cradle her head and cheek.

He comes closer pressing her tremulous body against his in an effort to stop the shockwaves. He leans his head against hers and breathes deep trying to gain back his composure.

As much as he wants to lay her flat and fuck her daylights out, he was still Arnold, and Helga was still his friend.

"If you want me to stop" He whispers, looking deeply into her eyes, or eye. At this proximity they were just one large blue jewel.

"If you really want me to stop… I will"

He pulls away slightly, ignoring the deep ache that wants him to throw away morals and reason.

Fuck, being the gentlemen sucked sometimes.

She doesn't say anything at first. He holds her for what feels like an eternity but is barely a minute. Her eyes are closed and emotions flit unbridled across her face. He watches entranced, unable to catch onto a single look that might be an answer.

Finally she opens her eyes and shakes her head. There's still a bleary cautiousness in her face but he doesn't have time to worry over it. This time it's her who's kissing him, her hot bruised mouth pressing down over his. Her hands travel up from his belt to his hair, pleasurably tugging at his scalp. She moans his name into his mouth and the sound undoes any clarity he'd reacquired

"Fuck Helga"

He works at the hook at her back as she fumbles with the buttons of his shirt. They're hands are a frenzy of motion and touch and feeling. God she feels so good against him. The apex of her thighs brushing harshly against his throbbing heat. He has to get her out of those pants. But first things first.

He feels the telltale pop of her braw coming apart and he eagerly pulls her hands from his shirt so he can work the material down.

A hush comes over him as he looks at her.

She isn't a busty girl by any means but there is a nice weight to her creamy white breasts. Her large aureolas are stiff pushing the beautiful pink nipples up and out. He brushes a tender hand over her and she gasps.

"God your beautiful."

She responds with a watery laugh but he doesn't hear it.

His lips come down over a pink bud, circling the nipple with his tongue before sucking. Helga's soft breathy mewls became louder as his other hand comes up to play with her left breast. Her hands resume their task finally freeing the last button on his shirt.

She pushes him away to throw the white fabric off of him and he takes the opportunity to recapture her lips.

"Helga I want you…"

He moans into her mouth.

"I want you, all of you, that's what I want. Please… fuck baby"

He doesn't know what he was saying. Helga had begun to press more insistently into him, causing his brain to crash. He doesn't usually use that kind of language, pet names or cute expressions. He doesn't know why he's using them with her.

Instead of a response she places her hands upon his, guiding them to her belt buckle. He steps back for better access making quick work on the mettle and button beneath. He lays his face against her chest as he lifts her, one hand tugging the blue jeans down her hips and thighs. He kisses a hot trail down the valley between her breasts going further, biting at her soft belly, sucking at her narrow hip bone as she kicks out of her pants.

Her underwear is white and unremarkable but he barely notices. His fingers trail the inside of her thighs, up and up father until they rest just barely touching the wet cotton material. His cock jumps painfully as his fingers move in further, trailing the wet seat of her underwear up to her front nub.

Helga bites back a groan as he presses down harder. His face is nestled beneath her bust watching transfixed as he pulls aside the dripping fabric. His fingers slip between her wet folds and they both moan.

"God you're so wet" He whispers, straightening up to devour her lips.

He lets his long fingers slide between the length of her folds, opening her farther to find her sweet spot.

She gasps when he finds it. His eyes open to watch her. Amazed at her expression, the soft planes of her cheek, the slight dew on her forehead. Something was happening to him. Something huge. All of a sudden his soft kisses felt religious. Their shared breath reverential. The more he looked at her, open against him, the more the feeling grew.

He lets his middle finger dip farther.

She gasps again her eyes flying open. Those blue eyes stare into his and he stares back. He breathes in her exhales and she breathes in his. They've stilled, their frenetic movements halted by the moment. His finger is still hot inside her, her hand just left of the bulge in his pants.

He wants to say something. What he doesn't know.

_love you_

What? Did he say something? Did she?

Her bare chest presses against his as her lungs fill and deflate. He's suddenly woozy his vision completely taken up by her face. Those eyes, that expression. It was as if she were communicating with him in some strange unknowable language.

He shudders against her as her stare deepens moving towards him.

"More" She whispers so quietly he's not sure if he's heard correctly.

Her hips buck slightly and he dips another finger into her.

"Ah" she exclaims against his lips.

_love you_

his thumb begins circling the swollen bundle of nerves at her front and Helga moans louder her nails biting into his hips. Fuck she's tight, so tight. His brain shorts out. He wants to taste her.

He breaks away pulling her panties down and dropping between her legs.

"What are you doin-nnngg"

Her short moist curls tickle his cheek as he spreads her lips further to lap at her most sensitive part. She's tangy and sweet against his tongue. He's so hard now he thinks he might burst in his pants.

She tugs at his scalp and he pulls away distracted.

"You d-d-don't have to do that" She stutters looking down at him.

He likes this side of her, all flustered and shy. So unlike the facade she usually wears.

He hums against her thigh and in one quick motion grabs her hips pulling her farther down the desk so he can better see her.

" If you don't like it I'll stop" He smiles up at her smoothing his hand under her ass to better hold her to him.

"But I want to." He finishes, lazily circling her mound with his thumb.

She props herself on her elbows her eyes wide and face flushed.

"Do you like it?" He asks before laying his tongue flat against her.

"Oh my god." her elbows collapse out from under her.

He laughs pressing another kiss to her inner thigh.

"I guess I'll take that as a yes"

He continues, enjoying the airy breaths punctuated with varying cries of ecstasy.

'So she's never been touched this way before' he thinks his two fingers pressing at her opening.

He's always been turned on by eating girls out. It just seemed natural to want to taste and suck the beautiful pink flesh between a girls legs. It was a delicacy and Helga's peach was particularly juicy. He grins dipping his fingers in and out of her keeping up a steady pace. She keens loudly her pelvic bone jumping against him.

He can feel how hot and tight she is. He can tell she's close.

He trails circles around her clit so as not to overstimulate her. He knows how sensitive girls can be. His fingers pick up the pace running short and shallow and then deep and long. His other hand trails up her hip to her ribcage before grasping at her breast.

"Arnold!" her voice comes out strangled.

"Stop. Stop!" She says pulling him away from her.

"What? what is it" he says dazed his mouth and fingers wet from his ministrations.

She sits up unaware of what the sight does to him.

She's completely naked, her chest and neck blotchy from arousal. He can see the bite marks he's left around her collar bone and neck.

He wants to go back to what he was doing.

He wants to throw her onto the bed and press himself into her.

"What is it?" He asks again standing.

She eyes him, a timid smile on her red lips.

"You're not naked"

_**You're staring at the sun / **__**You**__**'re standing in the sea /**_

_**Your mouth is open wide /**__**You**__**'re trying hard to breathe / **_

_**The water's at your neck /**__**There's lightning in your teeth / **_

_**Your body's over me.**_

**Authors Note**: Heeeeyy so did you like my lemon? Was it tart enough for ya? I hope you did. I had fun writing it and the marriage predictor episode influences in it. Haha totally made that innocent episode dirty. So what do you say? Should I add another chapter of debauchery? REVIEW and let me know!


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